CBS3-6-18. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 1 of 18

The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commission. 1

(CBS3-6-18) (Mandatory 1-19) 2

3

THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR 4

OTHER COUNSEL BEFORE SIGNING. 5

6

CONTRACT TO BUY AND SELL REAL ESTATE 7

(COMMERCIAL) 8

( Property with No Residences) 9

( Property with Residences-Residential Addendum Attached) 10

11

Date: 12

AGREEMENT 13

1. AGREEMENT. Buyer agrees to buy and Seller agrees to sell the Property described below on the terms and conditions set 14

forth in this contract (Contract). 15

2. PARTIES AND PROPERTY. 16

2.1. Buyer. (Buyer) will take title 17

to the Property described below as Joint Tenants Tenants In Common Other . 18

2.2. No Assignability. This Contract IS NOT assignable by Buyer unless otherwise specified in Additional Provisions. 19

2.3. Seller. (Seller) is the current 20

owner of the Property described below. 21

2.4. Property. The Property is the following legally described real estate in the County of , Colorado: 22

23

24

25

26

27

known as No. , 28

Street Address City State Zip 29

together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant thereto and all interest of 30

Seller in vacated streets and alleys adjacent thereto, except as herein excluded (Property). 31

2.5. Inclusions. The Purchase Price includes the following items (Inclusions): 32

2.5.1. Inclusions - Attached. If attached to the Property on the date of this Contract, the following items are 33

included unless excluded under Exclusions: lighting, heating, plumbing, ventilating and air conditioning units, TV antennas, inside 34

telephone, network and coaxial (cable) wiring and connecting blocks/jacks, plants, mirrors, floor coverings, intercom systems, 35

built-in kitchen appliances, sprinkler systems and controls, built-in vacuum systems (including accessories), garage door openers 36

(including _______ remote controls). If checked, the following are owned by the Seller and included (leased items should be listed 37

under Due Diligence Documents): None Solar Panels Water Softeners Security Systems Satellite Systems 38

(including satellite dishes). If any additional items are attached to the Property after the date of this Contract, such additional items 39

are also included in the Purchase Price. 40

2.5.2. Inclusions – Not Attached. If on the Property, whether attached or not, on the date of this Contract, the 41

following items are included unless excluded under Exclusions: storm windows, storm doors, window and porch shades, awnings, 42

blinds, screens, window coverings and treatments, curtain rods, drapery rods, fireplace inserts, fireplace screens, fireplace grates, 43

heating stoves, storage sheds, carbon monoxide alarms, smoke/fire detectors and all keys. 44

2.5.3. Personal Property - Conveyance. Any personal property must be conveyed at Closing by Seller free and 45

clear of all taxes (except personal property taxes for the year of Closing), liens and encumbrances, except . 46

Conveyance of all personal property will be by bill of sale or other applicable legal instrument. 47

2.5.4. Other Inclusions. The following items, whether fixtures or personal property, are also included in the 48

Purchase Price: 49

50

51

52

53

CBS3-6-18. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 2 of 18

2.5.5. Parking and Storage Facilities. The use or ownership of the following parking facilities: 54

On-site parking ; and the use or ownership of the following storage facilities: . 55

Note to Buyer: If exact rights to the parking and storage facilities is a concern to Buyer, Buyer should investigate. 56

2.5.6. Trade Fixtures. With respect to trade fixtures, Seller and Buyer agree as follows: 57

58

59

60

The trade fixtures to be conveyed at Closing will be conveyed by Seller free and clear of all taxes (except personal 61

property taxes for the year of Closing), liens and encumbrances, except . Conveyance 62

will be by bill of sale or other applicable legal instrument. 63

2.6. Exclusions. The following items are excluded (Exclusions): 64

65

66

67

2.7. Water Rights/Well Rights. 68

2.7.1. Deeded Water Rights. The following legally described water rights: 69

70

71

72

Any deeded water rights will be conveyed by a good and sufficient deed at Closing. 73

2.7.2. Other Rights Relating to Water. The following rights relating to water not included in §§ 2.7.1, 2.7.3 and 74

2.7.4, will be transferred to Buyer at Closing: 75

76

77

2.7.3. Well Rights. Seller agrees to supply required information to Buyer about the well. Buyer understands that 78

if the well to be transferred is a “Small Capacity Well” or a “Domestic Exempt Water Well” used for ordinary household purposes, 79

Buyer must, prior to or at Closing, complete a Change in Ownership form for the well. If an existing well has not been registered 80

with the Colorado Division of Water Resources in the Department of Natural Resources (Division), Buyer must complete a 81

registration of existing well form for the well and pay the cost of registration. If no person will be providing a closing service in 82

connection with the transaction, Buyer must file the form with the Division within sixty days after Closing. The Well Permit # is 83

. 84

2.7.4. Water Stock Certificates. The water stock certificates to be transferred at Closing are as follows: 85

86

87

88

2.7.5. Conveyance. If Buyer is to receive any rights to water pursuant to § 2.7.2 (Other Rights Relating to Water), 89

§ 2.7.3 (Well Rights), or § 2.7.4 (Water Stock Certificates), Seller agrees to convey such rights to Buyer by executing the 90

applicable legal instrument at Closing. 91

3. DATES, DEADLINES AND APPLICABILITY. 92

3.1. Dates and Deadlines. 93

Item No. Reference Event Date or Deadline

1 § 4.3 Alternative Earnest Money Deadline

Title

2 § 8.1, 8.4 Record Title Deadline

3 § 8.2, 8.4 Record Title Objection Deadline

4 § 8.3 Off-Record Title Deadline

5 § 8.3 Off-Record Title Objection Deadline

6 § 8.5 Title Resolution Deadline

7 § 8.6 Right of First Refusal Deadline

Owners’ Association

8 § 7.2 Association Documents Deadline

9 § 7.4 Association Documents Termination Deadline

Seller’s Disclosures

10 § 10.1 Seller’s Property Disclosure Deadline

11 § 10.10 Lead-Based Paint Disclosure Deadline (if Residential

Addendum attached)

CBS3-6-18. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 3 of 18

Loan and Credit

12 § 5.1 New Loan Application Deadline

13 § 5.2 New Loan Termination Deadline

14 § 5.3 Buyer’s Credit Information Deadline

15 § 5.3 Disapproval of Buyer’s Credit Information Deadline

16 § 5.4 Existing Loan Deadline

17 § 5.4 Existing Loan Termination Deadline

18 § 5.4 Loan Transfer Approval Deadline

19 § 4.7 Seller or Private Financing Deadline

Appraisal

20 § 6.2 Appraisal Deadline

21 § 6.2 Appraisal Objection Deadline

22 § 6.2 Appraisal Resolution Deadline

Survey

23 § 9.1 New ILC or New Survey Deadline

24 § 9.3 New ILC or New Survey Objection Deadline

25 § 9.3 New ILC or New Survey Resolution Deadline

Inspection and Due Diligence

26 § 10.3 Inspection Objection Deadline

27 § 10.3 Inspection Termination Deadline

28 § 10.3 Inspection Resolution Deadline

29 § 10.5 Property Insurance Termination Deadline

30 § 10.6 Due Diligence Documents Delivery Deadline

31 § 10.6 Due Diligence Documents Objection Deadline

32 § 10.6 Due Diligence Documents Resolution Deadline

33 § 10.6 Environmental Inspection Termination Deadline

34 § 10.6 ADA Evaluation Termination Deadline

35 § 10.7 Conditional Sale Deadline

36 § 10.10 Lead-Based Paint Termination Deadline (if Residential

Addendum attached)

37 § 11.1, 11.2 Estoppel Statements Deadline

38 § 11.3 Estoppel Statements Termination Deadline

Closing and Possession

39 § 12.3 Closing Date

40 § 17 Possession Date

41 § 17 Possession Time

42 § 28 Acceptance Deadline Date

43 § 28 Acceptance Deadline Time

3.2. Applicability of Terms. Any box checked in this Contract means the corresponding provision applies. If any 94

deadline blank in § 3.1 (Dates and Deadlines) is left blank or completed with the abbreviation “N/A”, or the word “Deleted,” such 95

deadline is not applicable and the corresponding provision containing the deadline is deleted. If no box is checked in a provision 96

that contains a selection of “None”, such provision means that “None” applies. 97

The abbreviation “MEC” (mutual execution of this Contract) means the date upon which both parties have signed this Contract. 98

4. PURCHASE PRICE AND TERMS. 99

4.1. Price and Terms. The Purchase Price set forth below is payable in U.S. Dollars by Buyer as follows: 100

Item No. Reference Item Amount Amount

1 § 4.1 Purchase Price $

2 § 4.3 Earnest Money $

3 § 4.5 New Loan $

4 § 4.6 Assumption Balance $

5 § 4.7 Private Financing $

6 § 4.7 Seller Financing $

CBS3-6-18. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 4 of 18

7

8

9 § 4.4 Cash at Closing $

10 TOTAL $ $

4.2. Seller Concession. At Closing, Seller will credit to Buyer $______________ (Seller Concession). The Seller 101

Concession may be used for any Buyer fee, cost, charge or expenditure to the extent the amount is allowed by the Buyer’s lender 102

and is included in the Closing Statement or Closing Disclosure at Closing. Examples of allowable items to be paid for by the 103

Seller Concession include, but are not limited to: Buyer’s closing costs, loan discount points, loan origination fees, prepaid items 104

and any other fee, cost, charge, expense or expenditure. Seller Concession is in addition to any sum Seller has agreed to pay or 105

credit Buyer elsewhere in this Contract. 106

4.3. Earnest Money. The Earnest Money set forth in this Section, in the form of a ______________________, will be 107

payable to and held by ________________________________________ (Earnest Money Holder), in its trust account, on behalf of 108

both Seller and Buyer. The Earnest Money deposit must be tendered, by Buyer, with this Contract unless the parties mutually 109

agree to an Alternative Earnest Money Deadline for its payment. The parties authorize delivery of the Earnest Money deposit to 110

the company conducting the Closing (Closing Company), if any, at or before Closing. In the event Earnest Money Holder has 111

agreed to have interest on Earnest Money deposits transferred to a fund established for the purpose of providing affordable housing 112

to Colorado residents, Seller and Buyer acknowledge and agree that any interest accruing on the Earnest Money deposited with the 113

Earnest Money Holder in this transaction will be transferred to such fund. 114

4.3.1. Alternative Earnest Money Deadline. The deadline for delivering the Earnest Money, if other than at the 115

time of tender of this Contract, is as set forth as the Alternative Earnest Money Deadline. 116

4.3.2. Return of Earnest Money. If Buyer has a Right to Terminate and timely terminates, Buyer is entitled to 117

the return of Earnest Money as provided in this Contract. If this Contract is terminated as set forth in § 25 and, except as provided 118

in § 24 (Earnest Money Dispute), if the Earnest Money has not already been returned following receipt of a Notice to Terminate, 119

Seller agrees to execute and return to Buyer or Broker working with Buyer, written mutual instructions (e.g., Earnest Money 120

Release form), within three days of Seller’s receipt of such form. 121

4.4. Form of Funds; Time of Payment; Available Funds. 122

4.4.1. Good Funds. All amounts payable by the parties at Closing, including any loan proceeds, Cash at Closing 123

and closing costs, must be in funds that comply with all applicable Colorado laws, including electronic transfer funds, certified 124

check, savings and loan teller’s check and cashier’s check (Good Funds). 125

4.4.2. Time of Payment; Available Funds. All funds, including the Purchase Price to be paid by Buyer, must be 126

paid before or at Closing or as otherwise agreed in writing between the parties to allow disbursement by Closing Company at 127

Closing OR SUCH NONPAYING PARTY WILL BE IN DEFAULT. Buyer represents that Buyer, as of the date of this 128

Contract, Does Does Not have funds that are immediately verifiable and available in an amount not less than the amount 129

stated as Cash at Closing in § 4.1. 130

4.5. New Loan. 131

4.5.1. Buyer to Pay Loan Costs. Buyer, except as otherwise permitted in § 4.2 (Seller Concession), if applicable, 132

must timely pay Buyer’s loan costs, loan discount points, prepaid items and loan origination fees as required by lender. 133

4.5.2. Buyer May Select Financing. Buyer may pay in cash or select financing appropriate and acceptable to 134

Buyer, including a different loan than initially sought, except as restricted in § 4.5.3 (Loan Limitations) or § 30 (Additional 135

Provisions). 136

4.5.3. Loan Limitations. Buyer may purchase the Property using any of the following types of loans: 137

Conventional Other . 138

4.6. Assumption. Buyer agrees to assume and pay an existing loan in the approximate amount of the Assumption 139

Balance set forth in § 4.1 (Price and Terms), presently payable at $______________ per ________________ including principal 140

and interest presently at the rate of ________% per annum and also including escrow for the following as indicated: Real 141

Estate Taxes Property Insurance Premium and . 142

Buyer agrees to pay a loan transfer fee not to exceed $_____________. At the time of assumption, the new interest rate will 143

not exceed ________% per annum and the new payment will not exceed $_____________ per ________________ principal and 144

interest, plus escrow, if any. If the actual principal balance of the existing loan at Closing is less than the Assumption Balance, 145

which causes the amount of cash required from Buyer at Closing to be increased by more than $_____________, or if any other 146

terms or provisions of the loan change, Buyer has the Right to Terminate under § 25.1 on or before Closing Date. 147

Seller Will Will Not be released from liability on said loan. If applicable, compliance with the requirements for 148

release from liability will be evidenced by delivery on or before Loan Transfer Approval Deadline at Closing of an 149

appropriate letter of commitment from lender. Any cost payable for release of liability will be paid by in an amount 150

not to exceed $_____________. 151

4.7. Seller or Private Financing. 152

WARNING: Unless the transaction is exempt, federal and state laws impose licensing, other requirements and restrictions on 153

sellers and private financiers. Contract provisions on financing and financing documents, unless exempt, should be prepared by a 154

CBS3-6-18. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 5 of 18

licensed Colorado attorney or licensed mortgage loan originator. Brokers should not prepare or advise the parties on the specifics 155

of financing, including whether or not a party is exempt from the law. 156

4.7.1. Seller Financing. If Buyer is to pay all or any portion of the Purchase Price with Seller financing, 157

Buyer Seller will deliver the proposed Seller financing documents to the other party on or before _________ days before 158

Seller or Private Financing Deadline. 159

4.7.1.1. Seller May Terminate. If Seller is to provide Seller financing, this Contract is conditional upon 160

Seller determining whether such financing is satisfactory to Seller, including its payments, interest rate, terms, conditions, cost and 161

compliance with the law. Seller has the Right to Terminate under § 25.1, on or before Seller or Private Financing Deadline, if 162

such Seller financing is not satisfactory to Seller, in Seller’s sole subjective discretion. 163

4.7.2. Buyer May Terminate. If Buyer is to pay all or any portion of the Purchase Price with Seller or private 164

financing, this Contract is conditional upon Buyer determining whether such financing is satisfactory to Buyer, including its 165

availability, payments, interest rate, terms, conditions and cost. Buyer has the Right to Terminate under § 25.1, on or before Seller 166

or Private Financing Deadline, if such Seller or private financing is not satisfactory to Buyer, in Buyer’s sole subjective 167

discretion. 168

TRANSACTION PROVISIONS 169

5. FINANCING CONDITIONS AND OBLIGATIONS. 170

5.1. New Loan Application. If Buyer is to pay all or part of the Purchase Price by obtaining one or more new loans 171

(New Loan), or if an existing loan is not to be released at Closing, Buyer, if required by such lender, must make an application 172

verifiable by such lender, on or before New Loan Application Deadline and exercise reasonable efforts to obtain such loan or 173

approval. 174

5.2. New Loan Review. If Buyer is to pay all or part of the Purchase Price with a New Loan, this Contract is conditional 175

upon Buyer determining, in Buyer’s sole subjective discretion, whether the New Loan is satisfactory to Buyer, including its 176

availability, payments, interest rate, terms, conditions and cost of such New Loan. This condition is for the sole benefit of Buyer. 177

Buyer has the Right to Terminate under § 25.1, on or before New Loan Termination Deadline, if the New Loan is not satisfactory 178

to Buyer, in Buyer’s sole subjective discretion. Buyer does not have a Right to Terminate based on the New Loan if the objection is 179

based on the Appraised Value (defined below) or the Lender Requirements (defined below). IF SELLER IS NOT IN DEFAULT 180

AND DOES NOT TIMELY RECEIVE BUYER’S WRITTEN NOTICE TO TERMINATE, BUYER’S EARNEST MONEY 181

WILL BE NONREFUNDABLE, except as otherwise provided in this Contract (e.g., Appraisal, Title, Survey). 182

5.3. Credit Information. If an existing loan is not to be released at Closing, this Contract is conditional (for the sole 183

benefit of Seller) upon Seller’s approval of Buyer’s financial ability and creditworthiness, which approval will be in Seller’s sole 184

subjective discretion. Accordingly: (1) Buyer must supply to Seller by Buyer’s Credit Information Deadline, at Buyer’s 185

expense, information and documents (including a current credit report) concerning Buyer’s financial, employment and credit 186

condition; (2) Buyer consents that Seller may verify Buyer’s financial ability and creditworthiness; and (3) any such information 187

and documents received by Seller must be held by Seller in confidence and not released to others except to protect Seller’s interest 188

in this transaction. If the Cash at Closing is less than as set forth in § 4.1 of this Contract, Seller has the Right to Terminate under 189

§ 25.1, on or before Closing. If Seller disapproves of Buyer’s financial ability or creditworthiness, in Seller’s sole subjective 190

discretion, Seller has the Right to Terminate under § 25.1, on or before Disapproval of Buyer’s Credit Information Deadline. 191

5.4. Existing Loan Review. If an existing loan is not to be released at Closing, Seller must deliver copies of the loan 192

documents (including note, deed of trust and any modifications) to Buyer by Existing Loan Deadline. For the sole benefit of 193

Buyer, this Contract is conditional upon Buyer’s review and approval of the provisions of such loan documents. Buyer has the 194

Right to Terminate under § 25.1, on or before Existing Loan Termination Deadline, based on any unsatisfactory provision of 195

such loan documents, in Buyer’s sole subjective discretion. If the lender’s approval of a transfer of the Property is required, this 196

Contract is conditional upon Buyer obtaining such approval without change in the terms of such loan, except as set forth in § 4.6. 197

If lender’s approval is not obtained by Loan Transfer Approval Deadline, this Contract will terminate on such deadline. Seller 198

has the Right to Terminate under § 25.1, on or before Closing, in Seller’s sole subjective discretion, if Seller is to be released from 199

liability under such existing loan and Buyer does not obtain such compliance as set forth in § 4.6. 200

6. APPRAISAL PROVISIONS. 201

6.1. Appraisal Definition. An “Appraisal” is an opinion of value prepared by a licensed or certified appraiser, engaged 202

on behalf of Buyer or Buyer’s lender, to determine the Property’s market value (Appraised Value). The Appraisal may also set 203

forth certain lender requirements, replacements, removals or repairs necessary on or to the Property as a condition for the Property 204

to be valued at the Appraised Value. 205

6.2. Appraisal Condition. The applicable appraisal provision set forth below applies to the respective loan type set forth 206

in § 4.5.3, or if a cash transaction (i.e. no financing), § 6.2.1 applies. 207

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6.2.1. Conventional/Other. Buyer has the right to obtain an Appraisal. If the Appraised Value is less than the 208

Purchase Price, or if the Appraisal is not received by Buyer on or before Appraisal Deadline Buyer may, on or before Appraisal 209

Objection Deadline, notwithstanding § 8.3 or § 13: 210

6.2.1.1. Notice to Terminate. Notify Seller in writing, pursuant to § 25.1, that this Contract is terminated; 211

or 212

6.2.1.2. Appraisal Objection. Deliver to Seller a written objection accompanied by either a copy of the 213

Appraisal or written notice from lender that confirms the Appraised Value is less than the Purchase Price (Lender Verification). 214

6.2.1.3. Appraisal Resolution. If an Appraisal Objection is received by Seller, on or before Appraisal 215

Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Appraisal Resolution 216

Deadline, this Contract will terminate on the Appraisal Resolution Deadline, unless Seller receives Buyer’s written withdrawal 217

of the Appraisal Objection before such termination, i.e., on or before expiration of Appraisal Resolution Deadline. 218

6.3. Lender Property Requirements. If the lender imposes any written requirements, replacements, removals or repairs, 219

including any specified in the Appraisal (Lender Requirements) to be made to the Property (e.g., roof repair, repainting), beyond 220

those matters already agreed to by Seller in this Contract, this Contract terminates on the earlier of three days following Seller’s 221

receipt of the Lender Requirements, or Closing, unless prior to termination: (1) the parties enter into a written agreement to satisfy 222

the Lender Requirements; (2) the Lender Requirements have been completed; or (3) the satisfaction of the Lender Requirements is 223

waived in writing by Buyer. 224

6.4. Cost of Appraisal. Cost of the Appraisal to be obtained after the date of this Contract must be timely paid by 225

Buyer Seller. The cost of the Appraisal may include any and all fees paid to the appraiser, appraisal management company, 226

lender’s agent or all three. 227

7. OWNERS’ ASSOCIATION. This Section is applicable if the Property is located within a Common Interest Community 228

and subject to the declaration (Association). 229

7.1. Common Interest Community Disclosure. THE PROPERTY IS LOCATED WITHIN A COMMON 230

INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR THE COMMUNITY. THE OWNER OF 231

THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNERS’ ASSOCIATION FOR THE 232

COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND REGULATIONS OF THE 233

ASSOCIATION. THE DECLARATION, BYLAWS AND RULES AND REGULATIONS WILL IMPOSE FINANCIAL 234

OBLIGATIONS UPON THE OWNER OF THE PROPERTY, INCLUDING AN OBLIGATION TO PAY 235

ASSESSMENTS OF THE ASSOCIATION. IF THE OWNER DOES NOT PAY THESE ASSESSMENTS, THE 236

ASSOCIATION COULD PLACE A LIEN ON THE PROPERTY AND POSSIBLY SELL IT TO PAY THE DEBT. THE 237

DECLARATION, BYLAWS AND RULES AND REGULATIONS OF THE COMMUNITY MAY PROHIBIT THE 238

OWNER FROM MAKING CHANGES TO THE PROPERTY WITHOUT AN ARCHITECTURAL REVIEW BY THE 239

ASSOCIATION (OR A COMMITTEE OF THE ASSOCIATION) AND THE APPROVAL OF THE ASSOCIATION. 240

PURCHASERS OF PROPERTY WITHIN THE COMMON INTEREST COMMUNITY SHOULD INVESTIGATE THE 241

FINANCIAL OBLIGATIONS OF MEMBERS OF THE ASSOCIATION. PURCHASERS SHOULD CAREFULLY 242

READ THE DECLARATION FOR THE COMMUNITY AND THE BYLAWS AND RULES AND REGULATIONS OF 243

THE ASSOCIATION. 244

7.2. Association Documents to Buyer. Seller is obligated to provide to Buyer the Association Documents (defined 245

below), at Seller’s expense, on or before Association Documents Deadline. Seller authorizes the Association to provide the 246

Association Documents to Buyer, at Seller’s expense. Seller’s obligation to provide the Association Documents is fulfilled upon 247

Buyer’s receipt of the Association Documents, regardless of who provides such documents. 248

7.3. Association Documents. Association documents (Association Documents) consist of the following: 249

7.3.1. All Association declarations, articles of incorporation, bylaws, articles of organization, operating 250

agreements, rules and regulations, party wall agreements and the Association’s responsible governance policies adopted under 251

§ 38-33.3-209.5, C.R.S.; 252

7.3.2. Minutes of: (1) the annual owners’ or members’ meeting and (2) any executive boards’ or managers’ 253

meetings; such minutes include those provided under the most current annual disclosure required under § 38-33.3-209.4, C.R.S. 254

(Annual Disclosure) and minutes of meetings, if any, subsequent to the minutes disclosed in the Annual Disclosure. If none of the 255

preceding minutes exist, then the most recent minutes, if any (§§ 7.3.1 and 7.3.2, collectively, Governing Documents); and 256

7.3.3. List of all Association insurance policies as provided in the Association’s last Annual Disclosure, including, 257

but not limited to, property, general liability, association director and officer professional liability and fidelity policies. The list 258

must include the company names, policy limits, policy deductibles, additional named insureds and expiration dates of the policies 259

listed (Association Insurance Documents); 260

7.3.4. A list by unit type of the Association’s assessments, including both regular and special assessments as 261

disclosed in the Association’s last Annual Disclosure; 262

7.3.5. The Association’s most recent financial documents which consist of: (1) the Association’s operating budget 263

for the current fiscal year, (2) the Association’s most recent annual financial statements, including any amounts held in reserve for 264

the fiscal year immediately preceding the Association’s last Annual Disclosure, (3) the results of the Association’s most recent 265

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available financial audit or review, (4) list of the fees and charges (regardless of name of title of such fees or charges) that the 266

Association’s community association manager or Association will charge in connection with the Closing including, but not limited 267

to, any fee incident to the issuance of the Association’s statement of assessments (Status Letter), any rush or update fee charged for 268

the Status Letter, any record change fee or ownership record transfer fees (Record Change Fee), fees to access documents, (5) list 269

of all assessments required to be paid in advance, reserves or working capital due at Closing and (6) reserve study, if any (§§ 7.3.4 270

and 7.3.5, collectively, Financial Documents); 271

7.3.6. Any written notice from the Association to Seller of a “construction defect action” under § 38-33.3-303.5, 272

C.R.S. within the past six months and the result of whether the Association approved or disapproved such action (Construction 273

Defect Documents). Nothing in this Section limits the Seller’s obligation to disclose adverse material facts as required under § 274

10.2 (Disclosure of Adverse Material Facts; Subsequent Disclosure; Present Condition) including any problems or defects in the 275

common elements or limited common elements of the Association property. 276

7.4. Conditional on Buyer’s Review. Buyer has the right to review the Association Documents. Buyer has the Right to 277

Terminate under § 25.1, on or before Association Documents Termination Deadline, based on any unsatisfactory provision in 278

any of the Association Documents, in Buyer’s sole subjective discretion. Should Buyer receive the Association Documents after 279

Association Documents Deadline, Buyer, at Buyer’s option, has the Right to Terminate under § 25.1 by Buyer’s Notice to 280

Terminate received by Seller on or before ten days after Buyer’s receipt of the Association Documents. If Buyer does not receive 281

the Association Documents, or if Buyer’s Notice to Terminate would otherwise be required to be received by Seller after Closing 282

Date, Buyer’s Notice to Terminate must be received by Seller on or before Closing. If Seller does not receive Buyer’s Notice to 283

Terminate within such time, Buyer accepts the provisions of the Association Documents as satisfactory and Buyer waives any 284

Right to Terminate under this provision, notwithstanding the provisions of § 8.6 (Right of First Refusal or Contract Approval). 285

8. TITLE INSURANCE, RECORD TITLE AND OFF-RECORD TITLE. 286

8.1. Evidence of Record Title. 287

8.1.1. Seller Selects Title Insurance Company. If this box is checked, Seller will select the title insurance 288

company to furnish the owner’s title insurance policy at Seller’s expense. On or before Record Title Deadline, Seller must furnish 289

to Buyer, a current commitment for an owner’s title insurance policy (Title Commitment), in an amount equal to the Purchase 290

Price, or if this box is checked, an Abstract of Title certified to a current date. Seller will cause the title insurance policy to be 291

issued and delivered to Buyer as soon as practicable at or after Closing. 292

8.1.2. Buyer Selects Title Insurance Company. If this box is checked, Buyer will select the title insurance 293

company to furnish the owner’s title insurance policy at Buyer’s expense. On or before Record Title Deadline, Buyer must furnish to 294

Seller, a current commitment for owner’s title insurance policy (Title Commitment), in an amount equal to the Purchase Price. 295

If neither box in § 8.1.1 or § 8.1.2 is checked, § 8.1.1 applies. 296

8.1.3. Owner’s Extended Coverage (OEC). The Title Commitment Will Will Not contain Owner’s 297

Extended Coverage (OEC). If the Title Commitment is to contain OEC, it will commit to delete or insure over the standard 298

exceptions which relate to: (1) parties in possession, (2) unrecorded easements, (3) survey matters, (4) unrecorded mechanics’ 299

liens, (5) gap period (period between the effective date and time of commitment to the date and time the deed is recorded) and (6) 300

unpaid taxes, assessments and unredeemed tax sales prior to the year of Closing. Any additional premium expense to obtain OEC 301

will be paid by Buyer Seller One-Half by Buyer and One-Half by Seller Other__________________________. 302

Regardless of whether the Contract requires OEC, the Title Insurance Commitment may not provide OEC or delete or insure over 303

any or all of the standard exceptions for OEC. The Title Insurance Company may require a New Survey or New ILC, defined 304

below, among other requirements for OEC. If the Title Insurance Commitment is not satisfactory to Buyer, Buyer has a right to 305

object under § 8.5 (Right to Object to Title, Resolution). 306

8.1.4. Title Documents. Title Documents consist of the following: (1) copies of any plats, declarations, 307

covenants, conditions and restrictions burdening the Property and (2) copies of any other documents (or, if illegible, summaries of 308

such documents) listed in the schedule of exceptions (Exceptions) in the Title Commitment furnished to Buyer (collectively, Title 309

Documents). 310

8.1.5. Copies of Title Documents. Buyer must receive, on or before Record Title Deadline, copies of all Title 311

Documents. This requirement pertains only to documents as shown of record in the office of the clerk and recorder in the county 312

where the Property is located. The cost of furnishing copies of the documents required in this Section will be at the expense of the 313

party or parties obligated to pay for the owner’s title insurance policy. 314

8.1.6. Existing Abstracts of Title. Seller must deliver to Buyer copies of any abstracts of title covering all or any 315

portion of the Property (Abstract of Title) in Seller’s possession on or before Record Title Deadline. 316

8.2. Record Title. Buyer has the right to review and object to the Abstract of Title or Title Commitment and any of the 317

Title Documents as set forth in § 8.5 (Right to Object to Title, Resolution) on or before Record Title Objection Deadline. 318

Buyer’s objection may be based on any unsatisfactory form or content of Title Commitment or Abstract of Title, notwithstanding 319

§ 13, or any other unsatisfactory title condition, in Buyer’s sole subjective discretion. If the Abstract of Title, Title Commitment or 320

Title Documents are not received by Buyer on or before the Record Title Deadline, or if there is an endorsement to the Title 321

Commitment that adds a new Exception to title, a copy of the new Exception to title and the modified Title Commitment will be 322

delivered to Buyer. Buyer has until the earlier of Closing or ten days after receipt of such documents by Buyer to review and object 323

CBS3-6-18. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 8 of 18

to: (1) any required Title Document not timely received by Buyer, (2) any change to the Abstract of Title, Title Commitment or 324

Title Documents, or (3) any endorsement to the Title Commitment. If Seller receives Buyer’s Notice to Terminate or Notice of 325

Title Objection, pursuant to this § 8.2 (Record Title), any title objection by Buyer is governed by the provisions set forth in § 8.5 326

(Right to Object to Title, Resolution). If Seller has fulfilled all Seller’s obligations, if any, to deliver to Buyer all documents 327

required by § 8.1 (Evidence of Record Title) and Seller does not receive Buyer’s Notice to Terminate or Notice of Title Objection 328

by the applicable deadline specified above, Buyer accepts the condition of title as disclosed by the Abstract of Title, Title 329

Commitment and Title Documents as satisfactory. 330

8.3. Off-Record Title. Seller must deliver to Buyer, on or before Off-Record Title Deadline, true copies of all existing 331

surveys in Seller’s possession pertaining to the Property and must disclose to Buyer all easements, liens (including, without 332

limitation, governmental improvements approved, but not yet installed) or other title matters (including, without limitation, rights 333

of first refusal and options) not shown by public records, of which Seller has actual knowledge (Off-Record Matters). This Section 334

excludes any New ILC or New Survey governed under § 9 (New ILC, New Survey). Buyer has the right to inspect the Property 335

to investigate if any third party has any right in the Property not shown by public records (e.g., unrecorded easement, boundary 336

line discrepancy or water rights). Buyer’s Notice to Terminate or Notice of Title Objection of any unsatisfactory condition 337

(whether disclosed by Seller or revealed by such inspection, notwithstanding § 8.2 (Record Title) and § 13 (Transfer of Title)), in 338

Buyer’s sole subjective discretion, must be received by Seller on or before Off-Record Title Objection Deadline. If an Off-339

Record Matter is received by Buyer after the Off-Record Title Deadline, Buyer has until the earlier of Closing or ten days after 340

receipt by Buyer to review and object to such Off-Record Matter. If Seller receives Buyer’s Notice to Terminate or Notice of Title 341

Objection pursuant to this § 8.3 (Off-Record Title), any title objection by Buyer is governed by the provisions set forth in § 8.5 342

(Right to Object to Title, Resolution). If Seller does not receive Buyer’s Notice to Terminate or Notice of Title Objection by the 343

applicable deadline specified above, Buyer accepts title subject to such Off-Record Matters and rights, if any, of third parties not 344

shown by public records of which Buyer has actual knowledge. 345

8.4. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION 346

INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE 347

PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK 348

FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT WHERE 349

CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH 350

INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS SHOULD INVESTIGATE THE 351

SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY 352

TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE PROPERTY AND BY OBTAINING 353

FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND 354

RECORDER, OR THE COUNTY ASSESSOR. 355

A tax certificate from the respective county treasurer listing any special taxing districts that effect the Property (Tax 356

Certificate) must be delivered to Buyer on or before Record Title Deadline. If the Property is located within a special taxing 357

district and such inclusion is unsatisfactory to Buyer, in Buyer’s sole subjective discretion, Buyer may object, on or before Record 358

Title Objection Deadline. If the Tax Certificate shows that the Property is included in a special taxing district and is received by 359

Buyer after the Record Title Deadline, Buyer has until the earlier of Closing or ten days after receipt by Buyer to review and 360

object to the Property’s inclusion in a special taxing district as unsatisfactory to Buyer. 361

8.5. Right to Object to Title, Resolution. Buyer’s right to object, in Buyer’s sole subjective discretion, to any title 362

matters includes those matters set forth in § 8.2 (Record Title), § 8.3 (Off-Record Title), § 8.4 (Special Taxing District) and § 13 363

(Transfer of Title). If Buyer objects to any title matter, on or before the applicable deadline, Buyer has the following options: 364

8.5.1. Title Objection, Resolution. If Seller receives Buyer’s written notice objecting to any title matter (Notice 365

of Title Objection) on or before the applicable deadline and if Buyer and Seller have not agreed to a written settlement thereof on 366

or before Title Resolution Deadline, this Contract will terminate on the expiration of Title Resolution Deadline, unless Seller 367

receives Buyer’s written withdrawal of Buyer’s Notice of Title Objection (i.e., Buyer’s written notice to waive objection to such 368

items and waives the Right to Terminate for that reason), on or before expiration of Title Resolution Deadline. If either the 369

Record Title Deadline or the Off-Record Title Deadline, or both, are extended pursuant to § 8.2 (Record Title), § 8.3 (Off-Record 370

Title) or § 8.4 (Special Taxing Districts), the Title Resolution Deadline also will be automatically extended to the earlier of 371

Closing or fifteen days after Buyer’s receipt of the applicable documents; or 372

8.5.2. Title Objection, Right to Terminate. Buyer may exercise the Right to Terminate under § 25.1, on or 373

before the applicable deadline, based on any title matter unsatisfactory to Buyer, in Buyer’s sole subjective discretion. 374

8.6. Right of First Refusal or Contract Approval. If there is a right of first refusal on the Property or a right to approve 375

this Contract, Seller must promptly submit this Contract according to the terms and conditions of such right. If the holder of the 376

right of first refusal exercises such right or the holder of a right to approve disapproves this Contract, this Contract will terminate. 377

If the right of first refusal is waived explicitly or expires, or the Contract is approved, this Contract will remain in full force and 378

effect. Seller must promptly notify Buyer in writing of the foregoing. If expiration or waiver of the right of first refusal or approval 379

of this Contract has not occurred on or before Right of First Refusal Deadline, this Contract will then terminate. 380

8.7. Title Advisory. The Title Documents affect the title, ownership and use of the Property and should be reviewed 381

carefully. Additionally, other matters not reflected in the Title Documents may affect the title, ownership and use of the Property, 382

CBS3-6-18. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 9 of 18

including, without limitation, boundary lines and encroachments, set-back requirements, area, zoning, building code violations, 383

unrecorded easements and claims of easements, leases and other unrecorded agreements, water on or under the Property and 384

various laws and governmental regulations concerning land use, development and environmental matters. 385

8.7.1. OIL, GAS, WATER AND MINERAL DISCLOSURE. THE SURFACE ESTATE OF THE 386

PROPERTY MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE AND TRANSFER 387

OF THE SURFACE ESTATE MAY NOT NECESSARILY INCLUDE TRANSFER OF THE MINERAL ESTATE OR 388

WATER RIGHTS. THIRD PARTIES MAY OWN OR LEASE INTERESTS IN OIL, GAS, OTHER MINERALS, 389

GEOTHERMAL ENERGY OR WATER ON OR UNDER THE SURFACE OF THE PROPERTY, WHICH INTERESTS 390

MAY GIVE THEM RIGHTS TO ENTER AND USE THE SURFACE OF THE PROPERTY TO ACCESS THE 391

MINERAL ESTATE, OIL, GAS OR WATER. 392

8.7.2. SURFACE USE AGREEMENT. THE USE OF THE SURFACE ESTATE OF THE PROPERTY TO 393

ACCESS THE OIL, GAS OR MINERALS MAY BE GOVERNED BY A SURFACE USE AGREEMENT, A 394

MEMORANDUM OR OTHER NOTICE OF WHICH MAY BE RECORDED WITH THE COUNTY CLERK AND 395

RECORDER. 396

8.7.3. OIL AND GAS ACTIVITY. OIL AND GAS ACTIVITY THAT MAY OCCUR ON OR ADJACENT 397

TO THE PROPERTY MAY INCLUDE, BUT IS NOT LIMITED TO, SURVEYING, DRILLING, WELL COMPLETION 398

OPERATIONS, STORAGE, OIL AND GAS, OR PRODUCTION FACILITIES, PRODUCING WELLS, REWORKING 399

OF CURRENT WELLS AND GAS GATHERING AND PROCESSING FACILITIES. 400

8.7.4. ADDITIONAL INFORMATION. BUYER IS ENCOURAGED TO SEEK ADDITIONAL 401

INFORMATION REGARDING OIL AND GAS ACTIVITY ON OR ADJACENT TO THE PROPERTY, INCLUDING 402

DRILLING PERMIT APPLICATIONS. THIS INFORMATION MAY BE AVAILABLE FROM THE COLORADO OIL 403

AND GAS CONSERVATION COMMISSION. 404

8.7.5. Title Insurance Exclusions. Matters set forth in this Section and others, may be excepted, excluded from, 405

or not covered by the owner’s title insurance policy. 406

8.8. Consult an Attorney. Buyer is advised to timely consult legal counsel with respect to all such matters as there are 407

strict time limits provided in this Contract (e.g., Record Title Objection Deadline and Off-Record Title Objection Deadline). 408

9. NEW ILC, NEW SURVEY. 409

9.1. New ILC or New Survey. If the box is checked, a: 1) New Improvement Location Certificate (New ILC); or, 410

2) New Survey in the form of ___________________________________________; is required and the following will apply: 411

9.1.1. Ordering of New ILC or New Survey. Seller Buyer will order the New ILC or New Survey. The 412

New ILC or New Survey may also be a previous ILC or survey that is in the above-required form, certified and updated as of a 413

date after the date of this Contract. 414

9.1.2. Payment for New ILC or New Survey. The cost of the New ILC or New Survey will be paid, on or 415

before Closing, by: Seller Buyer or: 416

417

418

419

9.1.3. Delivery of New ILC or New Survey. Buyer, Seller, the issuer of the Title Commitment (or the provider 420

of the opinion of title if an Abstract of Title) and _____________________ will receive a New ILC or New Survey on or before 421

New ILC or New Survey Deadline. 422

9.1.4. Certification of New ILC or New Survey. The New ILC or New Survey will be certified by the surveyor 423

to all those who are to receive the New ILC or New Survey. 424

9.2. Buyer’s Right to Waive or Change New ILC or New Survey Selection. Buyer may select a New ILC or New 425

Survey different than initially specified in this Contract if there is no additional cost to Seller or change to the New ILC or New 426

Survey Objection Deadline. Buyer may, in Buyer’s sole subjective discretion, waive a New ILC or New Survey if done prior to 427

Seller incurring any cost for the same. 428

9.3. New ILC or New Survey Objection. Buyer has the right to review and object to the New ILC or New Survey. If 429

the New ILC or New Survey is not timely received by Buyer or is unsatisfactory to Buyer, in Buyer’s sole subjective discretion, 430

Buyer may, on or before New ILC or New Survey Objection Deadline, notwithstanding § 8.3 or § 13: 431

9.3.1. Notice to Terminate. Notify Seller in writing, pursuant to § 25.1, that this Contract is terminated; or 432

9.3.2. New ILC or New Survey Objection. Deliver to Seller a written description of any matter that was to be 433

shown or is shown in the New ILC or New Survey that is unsatisfactory and that Buyer requires Seller to correct. 434

9.3.3. New ILC or New Survey Resolution. If a New ILC or New Survey Objection is received by Seller, on 435

or before New ILC or New Survey Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof 436

on or before New ILC or New Survey Resolution Deadline, this Contract will terminate on expiration of the New ILC or New 437

Survey Resolution Deadline, unless Seller receives Buyer’s written withdrawal of the New ILC or New Survey Objection before 438

such termination, i.e., on or before expiration of New ILC or New Survey Resolution Deadline. 439

CBS3-6-18. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 10 of 18

DISCLOSURE, INSPECTION AND DUE DILIGENCE 440

10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY AND DUE DILIGENCE. 441

10.1. Seller’s Property Disclosure. On or before Seller’s Property Disclosure Deadline, Seller agrees to deliver to 442

Buyer the most current version of the applicable Colorado Real Estate Commission’s Seller’s Property Disclosure form completed 443

by Seller to Seller’s actual knowledge and current as of the date of this Contract. 444

10.2. Disclosure of Adverse Material Facts; Subsequent Disclosure; Present Condition. Seller must disclose to Buyer 445

any adverse material facts actually known by Seller as of the date of this Contract. Seller agrees that disclosure of adverse material 446

facts will be in writing. In the event Seller discovers an adverse material fact after the date of this Contract, Seller must timely 447

disclose such adverse fact to Buyer. Buyer has the Right to Terminate based on the Seller’s new disclosure on the earlier of 448

Closing or five days after Buyer’s receipt of the new disclosure. Except as otherwise provided in this Contract, Buyer 449

acknowledges that Seller is conveying the Property to Buyer in an “As Is” condition, “Where Is” and “With All Faults.” 450

10.3. Inspection. Unless otherwise provided in this Contract, Buyer, acting in good faith, has the right to have inspections 451

(by one or more third parties, personally or both) of the Property and Inclusions (Inspection), at Buyer’s expense. If (1) the 452

physical condition of the Property, including, but not limited to, the roof, walls, structural integrity of the Property, the electrical, 453

plumbing, HVAC and other mechanical systems of the Property, (2) the physical condition of the Inclusions, (3) service to the 454

Property (including utilities and communication services), systems and components of the Property (e.g., heating and plumbing), 455

(4) any proposed or existing transportation project, road, street or highway, or (5) any other activity, odor or noise (whether on or 456

off the Property) and its effect or expected effect on the Property or its occupants is unsatisfactory, in Buyer’s sole subjective 457

discretion, Buyer may: 458

10.3.1. Inspection Objection. On or before the Inspection Objection Deadline, deliver to Seller a written 459

description of any unsatisfactory condition that Buyer requires Seller to correct; or 460

10.3.2. Terminate. On or before the Inspection Termination Deadline, notify Seller in writing, pursuant to § 461

25.1, that this Contract is terminated due to any unsatisfactory condition. Inspection Termination Deadline will be on the 462

earlier of Inspection Resolution Deadline or the date specified in § 3.1 for Inspection Termination Deadline. 463

10.3.3. Inspection Resolution. If an Inspection Objection is received by Seller, on or before Inspection Objection 464

Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Inspection Resolution Deadline, 465

this Contract will terminate on Inspection Resolution Deadline unless Seller receives Buyer’s written withdrawal of the 466

Inspection Objection before such termination, i.e., on or before expiration of Inspection Resolution Deadline. 467

10.4. Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract or other written agreement 468

between the parties, is responsible for payment for all inspections, tests, surveys, engineering reports, or other reports performed at 469

Buyer’s request (Work) and must pay for any damage that occurs to the Property and Inclusions as a result of such Work. Buyer 470

must not permit claims or liens of any kind against the Property for Work performed on the Property. Buyer agrees to indemnify, 471

protect and hold Seller harmless from and against any liability, damage, cost or expense incurred by Seller and caused by any such 472

Work, claim, or lien. This indemnity includes Seller’s right to recover all costs and expenses incurred by Seller to defend against 473

any such liability, damage, cost or expense, or to enforce this Section, including Seller’s reasonable attorney fees, legal fees and 474

expenses. The provisions of this Section survive the termination of this Contract. This § 10.4 does not apply to items performed 475

pursuant to an Inspection Resolution. 476

10.5. Insurability. Buyer has the right to review and object to the availability, terms and conditions of and premium for 477

property insurance (Property Insurance). Buyer has the Right to Terminate under § 25.1, on or before Property Insurance 478

Termination Deadline, based on any unsatisfactory provision of the Property Insurance, in Buyer’s sole subjective discretion. 479

10.6. Due Diligence. 480

10.6.1. Due Diligence Documents. If the respective box is checked, Seller agrees to deliver copies of the following 481

documents and information pertaining to the Property (Due Diligence Documents) to Buyer on or before Due Diligence 482

Documents Delivery Deadline: 483

10.6.1.1. All contracts relating to the operation, maintenance and management of the Property; 484

10.6.1.2. Property tax bills for the last years; 485

10.6.1.3. As-built construction plans to the Property and the tenant improvements, including architectural, 486

electrical, mechanical and structural systems; engineering reports; and permanent Certificates of Occupancy, to the extent now 487

available; 488

10.6.1.4. A list of all Inclusions to be conveyed to Buyer; 489

10.6.1.5. Operating statements for the past years; 490

10.6.1.6. A rent roll accurate and correct to the date of this Contract; 491

10.6.1.7. All current leases, including any amendments or other occupancy agreements, pertaining to the 492

Property. Those leases or other occupancy agreements pertaining to the Property that survive Closing are as follows (Leases): 493

494

495

CBS3-6-18. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 11 of 18

10.6.1.8. A schedule of any tenant improvement work Seller is obligated to complete but has not yet 496

completed and capital improvement work either scheduled or in process on the date of this Contract; 497

10.6.1.9. All insurance policies pertaining to the Property and copies of any claims which have been made 498

for the past years; 499

10.6.1.10. Soils reports, surveys and engineering reports or data pertaining to the Property (if not delivered 500

earlier under § 8.3); 501

10.6.1.11. Any and all existing documentation and reports regarding Phase I and II environmental reports, 502

letters, test results, advisories and similar documents respective to the existence or nonexistence of asbestos, PCB transformers, or 503

other toxic, hazardous or contaminated substances and/or underground storage tanks and/or radon gas. If no reports are in Seller’s 504

possession or known to Seller, Seller warrants that no such reports are in Seller’s possession or known to Seller; 505

10.6.1.12. Any Americans with Disabilities Act reports, studies or surveys concerning the compliance of the 506

Property with said Act; 507

10.6.1.13. All permits, licenses and other building or use authorizations issued by any governmental 508

authority with jurisdiction over the Property and written notice of any violation of any such permits, licenses or use authorizations, 509

if any; and 510

10.6.1.14. Other documents and information: 511

512

513

10.6.2. Due Diligence Documents Review and Objection. Buyer has the right to review and object to Due 514

Diligence Documents. If the Due Diligence Documents are not supplied to Buyer or are unsatisfactory, in Buyer’s sole subjective 515

discretion, Buyer may, on or before Due Diligence Documents Objection Deadline: 516

10.6.2.1. Notice to Terminate. Notify Seller in writing, pursuant to § 25.1, that this Contract is 517

terminated; or 518

10.6.2.2. Due Diligence Documents Objection. Deliver to Seller a written description of any 519

unsatisfactory Due Diligence Documents that Buyer requires Seller to correct. 520

10.6.2.3. Due Diligence Documents Resolution. If a Due Diligence Documents Objection is received by 521

Seller, on or before Due Diligence Documents Objection Deadline and if Buyer and Seller have not agreed in writing to a 522

settlement thereof on or before Due Diligence Documents Resolution Deadline, this Contract will terminate on Due Diligence 523

Documents Resolution Deadline unless Seller receives Buyer’s written withdrawal of the Due Diligence Documents Objection 524

before such termination, i.e., on or before expiration of Due Diligence Documents Resolution Deadline. 525

10.6.3. Zoning. Buyer has the Right to Terminate under § 25.1, on or before Due Diligence Documents Objection 526

Deadline, based on any unsatisfactory zoning and any use restrictions imposed by any governmental agency with jurisdiction over 527

the Property, in Buyer’s sole subjective discretion. 528

10.6.4. Due Diligence – Environmental, ADA. Buyer has the right to obtain environmental inspections of the 529

Property including Phase I and Phase II Environmental Site Assessments, as applicable. Seller Buyer will order or provide 530

Phase I Environmental Site Assessment, Phase II Environmental Site Assessment (compliant with most current version 531

of the applicable ASTM E1527 standard practices for Environmental Site Assessments) and/or , 532

at the expense of Seller Buyer (Environmental Inspection). In addition, Buyer, at Buyer’s expense, may also conduct an 533

evaluation whether the Property complies with the Americans with Disabilities Act (ADA Evaluation). All such inspections and 534

evaluations must be conducted at such times as are mutually agreeable to minimize the interruption of Seller’s and any Seller’s 535

tenants’ business uses of the Property, if any. 536

If Buyer’s Phase I Environmental Site Assessment recommends a Phase II Environmental Site Assessment, the 537

Environmental Inspection Termination Deadline will be extended by days (Extended Environmental Inspection 538

Objection Deadline) and if such Extended Environmental Inspection Objection Deadline extends beyond the Closing Date, the 539

Closing Date will be extended a like period of time. In such event, Seller Buyer must pay the cost for such Phase II 540

Environmental Site Assessment. 541

Notwithstanding Buyer’s right to obtain additional environmental inspections of the Property in this § 10.6.4, Buyer has the 542

Right to Terminate under § 25.1, on or before Environmental Inspection Termination Deadline, or if applicable, the Extended 543

Environmental Inspection Objection Deadline, based on any unsatisfactory results of Environmental Inspection, in Buyer’s sole 544

subjective discretion. 545

Buyer has the Right to Terminate under § 25.1, on or before ADA Evaluation Termination Deadline, based on any 546

unsatisfactory ADA Evaluation, in Buyer’s sole subjective discretion. 547

10.7. Conditional Upon Sale of Property. This Contract is conditional upon the sale and closing of that certain property 548

owned by Buyer and commonly known as ___________________________________________. Buyer has the Right to Terminate 549

under § 25.1 effective upon Seller’s receipt of Buyer’s Notice to Terminate on or before Conditional Sale Deadline if such 550

property is not sold and closed by such deadline. This Section is for the sole benefit of Buyer. If Seller does not receive Buyer’s 551

Notice to Terminate on or before Conditional Sale Deadline, Buyer waives any Right to Terminate under this provision. 552

10.8. Source of Potable Water (Residential Land and Residential Improvements Only). [Intentionally Deleted] 553

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10.9. Existing Leases; Modification of Existing Leases; New Leases. Seller states that none of the Leases to be assigned 554

to the Buyer at the time of Closing contain any rent concessions, rent reductions or rent abatements except as disclosed in the 555

Lease or other writing received by Buyer. Seller will not amend, alter, modify, extend or cancel any of the Leases nor will Seller 556

enter into any new leases affecting the Property without the prior written consent of Buyer, which consent will not be unreasonably 557

withheld or delayed. 558

11. ESTOPPEL STATEMENTS. 559

11.1. Estoppel Statements Conditions. Buyer has the right to review and object to any Estoppel Statements. Seller must 560

request from all tenants of the Property and if received by Seller, deliver to Buyer on or before Estoppel Statements Deadline, 561

statements in a form and substance reasonably acceptable to Buyer, from each occupant or tenant at the Property (Estoppel 562

Statement) attached to a copy of the Lease stating: 563

11.1.1. The commencement date of the Lease and scheduled termination date of the Lease; 564

11.1.2. That said Lease is in full force and effect and that there have been no subsequent modifications or 565

amendments; 566

11.1.3. The amount of any advance rentals paid, rent concessions given and deposits paid to Seller; 567

11.1.4. The amount of monthly (or other applicable period) rental paid to Seller; 568

11.1.5. That there is no default under the terms of said Lease by landlord or occupant; and 569

11.1.6. That the Lease to which the Estoppel Statement is attached is a true, correct and complete copy of the Lease 570

demising the premises it describes. 571

11.2. Seller Estoppel Statement. In the event Seller does not receive from all tenants of the Property a completed signed 572

Estoppel Statement, Seller agrees to complete and execute an Estoppel Statement setting forth the information and documents 573

required §11.1 above and deliver the same to Buyer on or before Estoppel Statements Deadline. 574

11.3. Estoppel Statements Termination. Buyer has the Right to Terminate under § 25.1, on or before Estoppel 575

Statements Termination Deadline, based on any unsatisfactory Estoppel Statement, in Buyer’s sole subjective discretion, or if 576

Seller fails to deliver the Estoppel Statements on or before Estoppel Statements Deadline. Buyer also has the unilateral right to 577

waive any unsatisfactory Estoppel Statement. 578

CLOSING PROVISIONS 579

12. CLOSING DOCUMENTS, INSTRUCTIONS AND CLOSING. 580

12.1. Closing Documents and Closing Information. Seller and Buyer will cooperate with the Closing Company to 581

enable the Closing Company to prepare and deliver documents required for Closing to Buyer and Seller and their designees. If 582

Buyer is obtaining a loan to purchase the Property, Buyer acknowledges Buyer’s lender is required to provide the Closing 583

Company, in a timely manner, all required loan documents and financial information concerning Buyer’s loan. Buyer and Seller 584

will furnish any additional information and documents required by Closing Company that will be necessary to complete this 585

transaction. Buyer and Seller will sign and complete all customary or reasonably-required documents at or before Closing. 586

12.2. Closing Instructions. Colorado Real Estate Commission’s Closing Instructions Are Are Not executed with 587

this Contract. 588

12.3. Closing. Delivery of deed from Seller to Buyer will be at closing (Closing). Closing will be on the date specified as 589

the Closing Date or by mutual agreement at an earlier date. The hour and place of Closing will be as designated by 590

________________________________________. 591

12.4. Disclosure of Settlement Costs. Buyer and Seller acknowledge that costs, quality and extent of service vary 592

between different settlement service providers (e.g., attorneys, lenders, inspectors and title companies). 593

13. TRANSFER OF TITLE. Subject to Buyer’s compliance with the terms and provisions of this Contract, including the 594

tender of any payment due at Closing, Seller, provided another deed is not selected, must execute and deliver a good and sufficient 595

special warranty deed to Buyer, at Closing. However, if the box is checked, the parties agree to use the corresponding deed 596

instead: 597

general warranty deed bargain and sale deed quit claim deed personal representative’s deed deed. 598

13.1. Special Warranty Deed and General Warranty Deed Exceptions. If title will be conveyed using a special 599

warranty deed or a general warranty deed, title will be conveyed subject to: 600

13.1.1. General taxes for the year of Closing, 601

13.1.2. Distribution utility easements (including cable TV), 602

13.1.3. Those specifically described rights of third parties not shown by the public records of which Buyer has 603

actual knowledge and which were accepted by Buyer in accordance with § 8.3 (Off-Record Title) and § 9 (New ILC or New 604

Survey), 605

13.1.4. Inclusion of the Property within any special taxing district, 606

CBS3-6-18. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 13 of 18

13.1.5. Any special assessment if the improvements were not installed as of the date of Buyer’s signature hereon, 607

whether assessed prior to or after Closing and 608

13.1.6. Other . 609

13.2. Special Warranty Deed. In addition to the requirements of § 13.1, if title will be conveyed by a special warranty 610

deed, Seller will warrant title against all persons claiming by, through or under Seller subject to those specific recorded exceptions, 611

if any, created during Seller’s ownership of the Property and described by reference to recorded documents shown as Exceptions in 612

the Title Documents that are accepted by Buyer in accordance with § 8.2 (Record Title) and described in the deed by reference to 613

the specific recording information for each recorded document. 614

13.3. General Warranty Deed. In addition to the requirements of § 13.1, if title will be conveyed by a general warranty 615

deed, Seller will warrant the title subject to those specific recorded exceptions described by reference to recorded documents 616

shown as Exceptions in the Title Documents that are accepted by Buyer in accordance with § 8.2 (Record Title) and described in 617

the deed by reference to the specific recording information for each recorded document. 618

14. PAYMENT OF LIENS AND ENCUMBRANCES. Unless agreed to by Buyer in writing, any amounts owed on any liens 619

or encumbrances securing a monetary sum, including, but not limited to, any governmental liens for special improvements 620

installed as of the date of Buyer’s signature hereon, whether assessed or not and previous years’ taxes, will be paid at or before 621

Closing by Seller from the proceeds of this transaction or from any other source. 622

15. CLOSING COSTS, CLOSING FEE, ASSOCIATION FEES AND TAXES. 623

15.1. Closing Costs. Buyer and Seller must pay, in Good Funds, their respective closing costs and all other items required 624

to be paid at Closing, except as otherwise provided herein. 625

15.2. Closing Services Fee. The fee for real estate closing services must be paid at Closing by Buyer Seller 626

One-Half by Buyer and One-Half by Seller Other _______________________________________. 627

15.3. Status Letter and Record Change Fees. At least fourteen days prior to Closing Date, Seller agrees to promptly 628

request the Association to deliver to Buyer a current Status Letter. Any fees incident to the issuance of Association’s Status Letter 629

must be paid by None Buyer Seller One-Half by Buyer and One-Half by Seller. Any Record Change Fee must 630

be paid by None Buyer Seller One-Half by Buyer and One-Half by Seller. 631

15.4. Local Transfer Tax. The Local Transfer Tax of ________% of the Purchase Price must be paid at Closing by 632

None Buyer Seller One-Half by Buyer and One-Half by Seller. 633

15.5. Private Transfer Fee. Private transfer fees and other fees due to a transfer of the Property, payable at Closing, such 634

as community association fees, developer fees and foundation fees, must be paid at Closing by None Buyer Seller 635

One-Half by Buyer and One-Half by Seller. The Private Transfer fee, whether one or more, is for the following 636

association(s): in the total amount of % of the Purchase Price or $_________________. 637

15.6. Water Transfer Fees. The Water Transfer Fees can change. The fees, as of the date of this Contract, do not exceed 638

$____________ for: 639

Water Stock/Certificates Water District 640

Augmentation Membership Small Domestic Water Company 641

and must be paid at Closing by None Buyer Seller One-Half by Buyer and One-Half by Seller 642

15.7. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction must be paid when due by 643

None Buyer Seller One-Half by Buyer and One-Half by Seller. 644

15.8. FIRPTA and Colorado Withholding. 645

15.8.1. FIRPTA. The Internal Revenue Service (IRS) may require a substantial portion of the Seller’s proceeds be 646

withheld after Closing when Seller is a foreign person. If required withholding does not occur, the Buyer could be held liable for 647

the amount of the Seller’s tax, interest and penalties. If the box in this Section is checked, Seller represents that Seller IS a 648

foreign person for purposes of U.S. income taxation. If the box in this Section is not checked, Seller represents that Seller is not a 649

foreign person for purposes of U.S. income taxation. Seller agrees to cooperate with Buyer and Closing Company to provide any 650

reasonably requested documents to verify Seller’s foreign person status. If withholding is required, Seller authorizes Closing 651

Company to withhold such amount from Seller’s proceeds. Seller should inquire with Seller’s tax advisor to determine if 652

withholding applies or if an exemption exists. 653

15.8.2. Colorado Withholding. The Colorado Department of Revenue may require a portion of the Seller’s 654

proceeds be withheld after Closing when Seller will not be a Colorado resident after Closing, if not otherwise exempt. Seller 655

agrees to cooperate with Buyer and Closing Company to provide any reasonably requested documents to verify Seller’s status. If 656

withholding is required, Seller authorizes Closing Company to withhold such amount from Seller’s proceeds. Seller should 657

inquire with Seller’s tax advisor to determine if withholding applies or if an exemption exists. 658

16. PRORATIONS AND ASSOCIATION ASSESSMENTS. The following will be prorated to the Closing Date, except as 659

otherwise provided: 660

16.1. Taxes. Personal property taxes, if any, special taxing district assessments, if any, and general real estate taxes for the 661

year of Closing, based on Taxes for the Calendar Year Immediately Preceding Closing Most Recent Mill Levy and 662

CBS3-6-18. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 14 of 18

Most Recent Assessed Valuation, adjusted by any applicable qualifying seniors property tax exemption, qualifying disabled 663

veteran exemption or Other . 664

16.2. Rents. Rents based on Rents Actually Received Accrued. At Closing, Seller will transfer or credit to 665

Buyer the security deposits for all Leases assigned, or any remainder after lawful deductions and notify all tenants in writing of 666

such transfer and of the transferee’s name and address. Seller must assign to Buyer all Leases in effect at Closing and Buyer must 667

assume Seller’s obligations under such Leases. 668

16.3. Association Assessments. Current regular Association assessments and dues (Association Assessments) paid in 669

advance will be credited to Seller at Closing. Cash reserves held out of the regular Association Assessments for deferred 670

maintenance by the Association will not be credited to Seller except as may be otherwise provided by the Governing Documents. 671

Buyer acknowledges that Buyer may be obligated to pay the Association, at Closing, an amount for reserves or working capital. 672

Any special assessment assessed prior to Closing Date by the Association will be the obligation of Buyer Seller. Except 673

however, any special assessment by the Association for improvements that have been installed as of the date of Buyer’s signature 674

hereon, whether assessed prior to or after Closing, will be the obligation of Seller. Seller represents there are no unpaid regular or 675

special assessments against the Property except the current regular assessments and ______________________________. 676

Association Assessments are subject to change as provided in the Governing Documents. 677

16.4. Other Prorations. Water and sewer charges, propane, interest on continuing loan and _______________________. 678

16.5. Final Settlement. Unless otherwise agreed in writing, these prorations are final. 679

17. POSSESSION. Possession of the Property will be delivered to Buyer on Possession Date at Possession Time, subject to 680

the Leases as set forth in § 10.6.1.7. 681

If Seller, after Closing, fails to deliver possession as specified, Seller will be subject to eviction and will be additionally liable 682

to Buyer for payment of $______________ per day (or any part of a day notwithstanding § 18.1) from Possession Date and 683

Possession Time until possession is delivered. 684

GENERAL PROVISIONS 685

18. DAY; COMPUTATION OF PERIOD OF DAYS, DEADLINE. 686

18.1. Day. As used in this Contract, the term “day” means the entire day ending at 11:59 p.m., United States Mountain 687

Time (Standard or Daylight Savings as applicable). 688

18.2. Computation of Period of Days, Deadline. In computing a period of days (e.g., three days after MEC), when the 689

ending date is not specified, the first day is excluded and the last day is included. If any deadline falls on a Saturday, Sunday or 690

federal or Colorado state holiday (Holiday), such deadline Will Will Not be extended to the next day that is not a 691

Saturday, Sunday or Holiday. Should neither box be checked, the deadline will not be extended. 692

19. CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION; AND 693

WALK-THROUGH. Except as otherwise provided in this Contract, the Property, Inclusions or both will be delivered in the 694

condition existing as of the date of this Contract, ordinary wear and tear excepted. 695

19.1. Causes of Loss, Insurance. In the event the Property or Inclusions are damaged by fire, other perils or causes of 696

loss prior to Closing (Property Damage) in an amount of not more than ten percent of the total Purchase Price and if the repair of 697

the damage will be paid by insurance (other than the deductible to be paid by Seller), then Seller, upon receipt of the insurance 698

proceeds, will use Seller’s reasonable efforts to repair the Property before Closing Date. Buyer has the Right to Terminate under 699

§ 25.1, on or before Closing Date, if the Property is not repaired before Closing Date, or if the damage exceeds such sum. Should 700

Buyer elect to carry out this Contract despite such Property Damage, Buyer is entitled to a credit at Closing for all insurance 701

proceeds that were received by Seller (but not the Association, if any) resulting from damage to the Property and Inclusions, plus 702

the amount of any deductible provided for in the insurance policy. This credit may not exceed the Purchase Price. In the event 703

Seller has not received the insurance proceeds prior to Closing, the parties may agree to extend the Closing Date to have the 704

Property repaired prior to Closing or, at the option of Buyer, (1) Seller must assign to Buyer the right to the proceeds at Closing, if 705

acceptable to Seller’s insurance company and Buyer’s lender; or (2) the parties may enter into a written agreement prepared by the 706

parties or their attorney requiring the Seller to escrow at Closing from Seller’s sale proceeds the amount Seller has received and 707

will receive due to such damage, not exceeding the total Purchase Price, plus the amount of any deductible that applies to the 708

insurance claim. 709

19.2. Damage, Inclusions and Services. Should any Inclusion or service (including utilities and communication 710

services), system, component or fixture of the Property (collectively Service) (e.g., heating or plumbing), fail or be damaged 711

between the date of this Contract and Closing or possession, whichever is earlier, then Seller is liable for the repair or replacement 712

of such Inclusion or Service with a unit of similar size, age and quality, or an equivalent credit, but only to the extent that the 713

maintenance or replacement of such Inclusion or Service is not the responsibility of the Association, if any, less any insurance 714

proceeds received by Buyer covering such repair or replacement. If the failed or damaged Inclusion or Service is not repaired or 715

replaced on or before Closing or possession, whichever is earlier, Buyer has the Right to Terminate under § 25.1, on or before 716

CBS3-6-18. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 15 of 18

Closing Date, or, at the option of Buyer, Buyer is entitled to a credit at Closing for the repair or replacement of such Inclusion or 717

Service. Such credit must not exceed the Purchase Price. If Buyer receives such a credit, Seller’s right for any claim against the 718

Association, if any, will survive Closing. 719

19.3. Condemnation. In the event Seller receives actual notice prior to Closing that a pending condemnation action may 720

result in a taking of all or part of the Property or Inclusions, Seller must promptly notify Buyer, in writing, of such condemnation 721

action. Buyer has the Right to Terminate under § 25.1, on or before Closing Date, based on such condemnation action, in Buyer’s 722

sole subjective discretion. Should Buyer elect to consummate this Contract despite such diminution of value to the Property and 723

Inclusions, Buyer is entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution in the value 724

of the Property or Inclusions but such credit will not include relocation benefits or expenses, or exceed the Purchase Price. 725

19.4. Walk-Through and Verification of Condition. Buyer, upon reasonable notice, has the right to walk through the 726

Property prior to Closing to verify that the physical condition of the Property and Inclusions complies with this Contract. 727

20. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract, Buyer and Seller acknowledge 728

that the respective broker has advised that this Contract has important legal consequences and has recommended the examination 729

of title and consultation with legal and tax or other counsel before signing this Contract. 730

21. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence for all dates and deadlines in this 731

Contract. This means that all dates and deadlines are strict and absolute. If any payment due, including Earnest Money, is not 732

paid, honored or tendered when due, or if any obligation is not performed timely as provided in this Contract or waived, the non-733

defaulting party has the following remedies: 734

21.1. If Buyer is in Default: 735

21.1.1. Specific Performance. Seller may elect to cancel this Contract and all Earnest Money (whether or not paid 736

by Buyer) will be paid to Seller and retained by Seller. It is agreed that the Earnest Money is not a penalty and the Parties agree the 737

amount is fair and reasonable. Seller may recover such additional damages as may be proper. Alternatively, Seller may elect to 738

treat this Contract as being in full force and effect and Seller has the right to specific performance, or damages, or both. 739

21.1.2. Liquidated Damages, Applicable. This § 21.1.2 applies unless the box in § 21.1.1. is checked. Seller 740

may cancel this Contract. All Earnest Money (whether or not paid by Buyer) will be paid to Seller and retained by Seller. It is 741

agreed that the Earnest Money specified in § 4.1 is LIQUIDATED DAMAGES and not a penalty, which amount the parties agree 742

is fair and reasonable and (except as provided in §§ 10.4, 22, 23 and 24), said payment of Earnest Money is SELLER’S ONLY 743

REMEDY for Buyer’s failure to perform the obligations of this Contract. Seller expressly waives the remedies of specific 744

performance and additional damages. 745

21.2. If Seller is in Default: Buyer may elect to treat this Contract as canceled, in which case all Earnest Money received 746

hereunder will be returned to Buyer and Buyer may recover such damages as may be proper. Alternatively, Buyer may elect to 747

treat this Contract as being in full force and effect and Buyer has the right to specific performance, or damages, or both. 748

22. LEGAL FEES, COST AND EXPENSES. Anything to the contrary herein notwithstanding, in the event of any arbitration 749

or litigation relating to this Contract, prior to or after Closing Date, the arbitrator or court must award to the prevailing party all 750

reasonable costs and expenses, including attorney fees, legal fees and expenses. 751

23. MEDIATION. If a dispute arises relating to this Contract (whether prior to or after Closing) and is not resolved, the parties 752

must first proceed, in good faith, to mediation. Mediation is a process in which the parties meet with an impartial person who helps 753

to resolve the dispute informally and confidentially. Mediators cannot impose binding decisions. Before any mediated settlement is 754

binding, the parties to the dispute must agree to the settlement, in writing. The parties will jointly appoint an acceptable mediator 755

and will share equally in the cost of such mediation. The obligation to mediate, unless otherwise agreed, will terminate if the entire 756

dispute is not resolved within thirty days of the date written notice requesting mediation is delivered by one party to the other at 757

that party’s last known address (physical or electronic as provided in § 27). Nothing in this Section prohibits either party from 758

filing a lawsuit and recording a lis pendens affecting the Property, before or after the date of written notice requesting mediation. 759

This Section will not alter any date in this Contract, unless otherwise agreed. 760

24. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder must release the Earnest 761

Money following receipt of written mutual instructions, signed by both Buyer and Seller. In the event of any controversy regarding 762

the Earnest Money, Earnest Money Holder is not required to release the Earnest Money. Earnest Money Holder, in its sole 763

subjective discretion, has several options: (1) wait for any proceeding between Buyer and Seller; (2) interplead all parties and 764

deposit Earnest Money into a court of competent jurisdiction (Earnest Money Holder is entitled to recover court costs and 765

reasonable attorney and legal fees incurred with such action); or (3) provide notice to Buyer and Seller that unless Earnest Money 766

Holder receives a copy of the Summons and Complaint or Claim (between Buyer and Seller) containing the case number of the 767

lawsuit (Lawsuit) within one hundred twenty days of Earnest Money Holder’s notice to the parties, Earnest Money Holder is 768

authorized to return the Earnest Money to Buyer. In the event Earnest Money Holder does receive a copy of the Lawsuit and has 769

not interpled the monies at the time of any Order, Earnest Money Holder must disburse the Earnest Money pursuant to the Order 770

CBS3-6-18. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 16 of 18

of the Court. The parties reaffirm the obligation of § 23 (Mediation). This Section will survive cancellation or termination of this 771

Contract. 772

25. TERMINATION. 773

25.1. Right to Terminate. If a party has a right to terminate, as provided in this Contract (Right to Terminate), the 774

termination is effective upon the other party’s receipt of a written notice to terminate (Notice to Terminate), provided such written 775

notice was received on or before the applicable deadline specified in this Contract. If the Notice to Terminate is not received on or 776

before the specified deadline, the party with the Right to Terminate accepts the specified matter, document or condition as 777

satisfactory and waives the Right to Terminate under such provision. 778

25.2. Effect of Termination. In the event this Contract is terminated, all Earnest Money received hereunder will be 779

returned to Buyer and the parties are relieved of all obligations hereunder, subject to §§ 10.4, 22, 23 and 24. 780

26. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL; SUCCESSORS. This Contract, its exhibits and specified 781

addenda, constitute the entire agreement between the parties relating to the subject hereof and any prior agreements pertaining 782

thereto, whether oral or written, have been merged and integrated into this Contract. No subsequent modification of any of the 783

terms of this Contract is valid, binding upon the parties, or enforceable unless made in writing and signed by the parties. Any right 784

or obligation in this Contract that, by its terms, exists or is intended to be performed after termination or Closing survives the 785

same. Any successor to a party receives the predecessor’s benefits and obligations of this Contract. 786

27. NOTICE, DELIVERY AND CHOICE OF LAW. 787

27.1. Physical Delivery and Notice. Any document, or notice to Buyer or Seller must be in writing, except as provided in 788

§ 27.2 and is effective when physically received by such party, any individual named in this Contract to receive documents or 789

notices for such party, Broker, or Brokerage Firm of Broker working with such party (except any notice or delivery after Closing 790

must be received by the party, not Broker or Brokerage Firm). 791

27.2. Electronic Notice. As an alternative to physical delivery, any notice, may be delivered in electronic form to Buyer 792

or Seller, any individual named in this Contract to receive documents or notices for such party, Broker or Brokerage Firm of 793

Broker working with such party (except any notice or delivery after Closing must be received by the party, not Broker or 794

Brokerage Firm) at the electronic address of the recipient by facsimile, email or ______________________________________. 795

27.3. Electronic Delivery. Electronic Delivery of documents and notice may be delivered by: (1) email at the email 796

address of the recipient, (2) a link or access to a website or server provided the recipient receives the information necessary to 797

access the documents, or (3) facsimile at the facsimile number (Fax No.) of the recipient. 798

27.4. Choice of Law. This Contract and all disputes arising hereunder are governed by and construed in accordance with 799

the laws of the State of Colorado that would be applicable to Colorado residents who sign a contract in Colorado for real property 800

located in Colorado. 801

28. NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal will expire unless accepted in writing, by Buyer and 802

Seller, as evidenced by their signatures below and the offering party receives notice of such acceptance pursuant to § 27 on or 803

before Acceptance Deadline Date and Acceptance Deadline Time. If accepted, this document will become a contract between 804

Seller and Buyer. A copy of this Contract may be executed by each party, separately and when each party has executed a copy 805

thereof, such copies taken together are deemed to be a full and complete contract between the parties. 806

29. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith including, but not 807

limited to, exercising the rights and obligations set forth in the provisions of Financing Conditions and Obligations; Title 808

Insurance, Record Title and Off-Record Title; New ILC, New Survey; and Property Disclosure, Inspection, Indemnity, 809

Insurability and Due Diligence. 810

ADDITIONAL PROVISIONS AND ATTACHMENTS 811

30. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real Estate 812

Commission.) 813

814

815

816

817

818

819

820

821

CBS3-6-18. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 17 of 18

31. OTHER DOCUMENTS. 822

31.1. The following documents are a part of this Contract: 823

824

825

826

31.2. The following documents have been provided but are not a part of this Contract: 827

828

829

830

SIGNATURES 831

832

Buyer’s Name: Buyer’s Name:

Buyer’s Signature Date Buyer’s Signature Date

Address: Address:

Phone No.: Phone No.:

Fax No.: Fax No.:

Email Address: Email Address:

[NOTE: If this offer is being countered or rejected, do not sign this document. 833

Seller’s Name: Seller’s Name:

Seller’s Signature Date Seller’s Signature Date

Address: Address:

Phone No.: Phone No.:

Fax No.: Fax No.:

Email Address: Email Address:

834

END OF CONTRACT TO BUY AND SELL REAL ESTATE 835

32. BROKER’S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE.

(To be completed by Broker working with Buyer)

Broker Does Does Not acknowledge receipt of Earnest Money deposit. Broker agrees that if Brokerage Firm is the Earnest

Money Holder and, except as provided in § 24, if the Earnest Money has not already been returned following receipt of a Notice to

Terminate or other written notice of termination, Earnest Money Holder will release the Earnest Money as directed by the written

mutual instructions. Such release of Earnest Money will be made within five days of Earnest Money Holder’s receipt of the

executed written mutual instructions, provided the Earnest Money check has cleared.

Although Broker is not a party to the Contract, Broker agrees to cooperate, upon request, with any mediation requested under § 23.

Broker is working with Buyer as a Buyer’s Agent Transaction-Broker in this transaction. This is a Change of Status.

CBS3-6-18. CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 18 of 18

Customer. Broker has no brokerage relationship with Buyer. See § 33 for Broker’s brokerage relationship with Seller.

Brokerage Firm’s compensation or commission is to be paid by Listing Brokerage Firm Buyer Other .

Brokerage Firm’s Name:

Brokerage Firm’s License #:

Broker’s Name:

Broker’s License #:

Broker’s Signature Date

Address:

Phone No.:

Fax No.:

Email Address:

33. BROKER’S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE.

(To be completed by Broker working with Seller)

Broker Does Does Not acknowledge receipt of Earnest Money deposit. Broker agrees that if Brokerage Firm is the Earnest

Money Holder and, except as provided in § 24, if the Earnest Money has not already been returned following receipt of a Notice to

Terminate or other written notice of termination, Earnest Money Holder will release the Earnest Money as directed by the written

mutual instructions. Such release of Earnest Money will be made within five days of Earnest Money Holder’s receipt of the

executed written mutual instructions, provided the Earnest Money check has cleared.

Although Broker is not a party to the Contract, Broker agrees to cooperate, upon request, with any mediation requested under § 23.

Broker is working with Seller as a Seller’s Agent Transaction-Broker in this transaction. This is a Change of Status.

Customer. Broker has no brokerage relationship with Seller. See § 32 for Broker’s brokerage relationship with Buyer.

Brokerage Firm’s compensation or commission is to be paid by Seller Buyer Other .

Brokerage Firm’s Name:

Brokerage Firm’s License #:

Broker’s Name:

Broker’s License #:

Broker’s Signature Date

Address:

Phone No.:

Fax No.:

Email Address:

836